EX-4.242






Exhibit 4-242




	 	 	 
	 
	  Executed in 69 Counterparts             
	of which this is Counterpart No. ___  






 





FORTIETH

SUPPLEMENTAL INDENTURE

TO

INDENTURE OF MORTGAGE AND

DEED OF TRUST

DATED AS OF MARCH 1, 1944




 






AS RESTATED IN

PART II OF THE TWENTY-NINTH

SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989

WHICH BECAME EFFECTIVE ON APRIL 1, 1994




 






MICHIGAN CONSOLIDATED GAS COMPANY

TO

CITIBANK, N.A.,

TRUSTEE

DATED AS OF JUNE 1, 2008




 






CREATING AN ISSUE OF FIRST MORTGAGE BONDS,

DESIGNATED AS

2008 SERIES F COLLATERAL BONDS




 





 









 





MICHIGAN CONSOLIDATED GAS COMPANY

FORTIETH SUPPLEMENTAL INDENTURE




DATED AS OF JUNE 15, 2008

SUPPLEMENTAL TO INDENTURE OF MORTGAGE

AND DEED OF TRUST

DATED AS OF MARCH 1, 1944




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND
DISTINGUISHED AS “2008 SERIES F BONDS”
	 	 	4	 
	 
	 	 	 	 
	SECTION 1
	 	 	4	 
	SECTION 2
	 	 	10	 
	SECTION 3
	 	 	10	 
	SECTION 4
	 	 	10	 
	SECTION 5
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV ISSUE OF COLLATERAL BONDS
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V THE TRUSTEE
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF APRIL 1, 2008
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS PROVISIONS
	 	 	13	 






2









 





     THIS FORTIETH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 2008,
between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under and by
virtue of the laws of the State of Michigan (hereinafter called the “Company”), having its
principal place of business at 2000 2nd Avenue, Detroit, Michigan, and CITIBANK, N.A., a
national banking association incorporated and existing under and by virtue of the laws of the
United States of America, having an office at 388 Greenwich Street in the Borough of Manhattan, the
City of New York, New York, as successor trustee (hereinafter with its predecessors as trustee
called the “Mortgage Trustee” or the “Trustee”):



     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture of
Mortgage and Deed of Trust (the “Original Indenture”), dated as of March 1, 1944;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee the Twenty-ninth
Supplemental Indenture, which became effective April 1, 1994, to provide for the modification and
restatement of the Original Indenture as previously amended (as so amended, supplemented and
modified the “Indenture”), and to secure the Company’s First Mortgage Bonds, unlimited in aggregate
principal amount except as therein otherwise provided, issued pursuant to the:


Thirtieth Supplemental Indenture, dated as of September 1, 1991;

Thirty-first Supplemental Indenture, dated as of December 15, 1991;

Thirty-second Supplemental Indenture, dated as of January 5, 1993;

Thirty-third Supplemental Indenture, dated as of May 1, 1995;

Thirty-fourth Supplemental Indenture, dated as of November 1, 1996;

Thirty-fifth Supplemental Indenture, dated as of June 18, 1998;

Thirty-sixth Supplemental Indenture, dated as of August 15, 2001;

Thirty-seventh Supplemental Indenture, dated as of February 15, 2003;

Thirty-eighth Supplemental Indenture, dated as of October 1, 2004;

Thirty-ninth Supplemental Indenture, dated as of April 1, 2008; and




     WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued
under the Indenture, of 9 series in the principal amounts set forth below (including Collateral
Bonds):



	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Amount
	Designation of Series	 	Initially Issued	 	Outstanding
	First Mortgage Bonds

(Secured Term Notes, Series B)

81/4% Series due 2014
	 	$	80,000,000	 	 	$	80,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds

(Secured Medium-Term Notes, Series B)

7.06% Series due 2012
	 	$	40,000,000	 	 	$	40,000,000	 
	 
	 	 	 	 	 	 	 	 
	Collateral Bonds

(Remarketable Securities)

Collateral Series A
	 	$	75,000,000	 	 	$	75,000,000	 







3









 






	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Amount
	Designation of Series	 	Initially Issued	 	Outstanding
	Collateral Bonds

(Senior Notes)

61/8% Collateral Bonds due 2008
	 	$	200,000,000	 	 	$	200,000,000	 
	5.70% Collateral Bonds due 2033
	 	$	200,000,000	 	 	$	200,000,000	 
	2004 Series E Collateral Bonds
	 	$	120,000,000	 	 	$	120,000,000	 
	2008 Series A Collateral Bonds
	 	$	60,000,000	 	 	$	60,000,000	 
	2008 Series B Collateral Bonds
	 	$	100,000,000	 	 	$	100,000,000	 
	2008 Series C Collateral Bonds
	 	$	25,000,000	 	 	$	25,000,000	 







     WHEREAS, the Company desires in and by this Supplemental Indenture to establish an issue of
bonds to be issued under the Indenture of the series established under the Thirty-fifth
Supplemental Indenture, to designate the terms thereof, to specify the particulars necessary to
describe and define the same and to specify such other provisions and agreements in respect thereof
as are in the Indenture provided or permitted; and



     WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in accordance with its
terms and for the purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Supplemental Indenture in the form and with the terms hereof have
been in all respects duly authorized;



     NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of
One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or
before the execution and delivery of this Fortieth Supplemental Indenture, the receipt whereof is
hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the
Company and the Trustee as follows:



ARTICLE I

ESTABLISHMENT OF AN ISSUE OF

FIRST MORTGAGE BONDS, OF THE SERIES

DESIGNATED AND DISTINGUISHED AS “COLLATERAL BONDS”




     SECTION 1. There is hereby established an issue of bonds to be issued under and secured by the
Indenture, to be known as “First Mortgage Bonds,” designated and distinguished as “Collateral
Bonds” of the Company (herein collectively sometimes called the “Collateral Bonds”) of the series
established under the Thirty-fifth Supplemental Indenture. The Collateral Bonds may be issued
without limitation as to aggregate principal amount except as provided in the Indenture (including
the Thirty-fifth Supplemental Indenture) and in this Supplemental Indenture. The Collateral Bonds
shall be registered bonds without coupons and shall be dated as of the date of the authentication
thereof by the Mortgage Trustee.



     A separate issue of Collateral Bonds, designated “2008 Series F Collateral Bonds,” (the
“Series F Bonds”) is being issued by the Company hereunder contemporaneously with the issuance of a
separate series of senior debt securities of the Company designated as the Company’s “6.78% Senior
Notes, 2008 Series F due 2028” (the “Series F Notes”) and is being
issued and assigned and delivered to Citibank, N.A., as trustee (in such capacity, together
with



4









 







any successor trustee(s), the “Senior Trustee”) under the Indenture, dated as of June 1, 1998,
as amended, supplemented and modified, governing such senior debt securities (as so amended,
supplemented and modified, the “Senior Indenture”), in such capacity, as collateral for the benefit
of the holders of the Series F Notes. The series of such senior debt securities collateralized by
the Series F Bonds issued hereunder shall be referred to as the “Series F Notes” with respect to
such Series F Bonds.



     The issue of the Series F Bonds established hereby shall bear interest at such rate or rates
and be payable on such date or dates, shall mature and be subject to mandatory or optional
redemption on such date or dates and shall have such other terms and provisions not inconsistent
with the Indenture as are set forth in the form of Series F Bonds, and the form of Trustee’s
Certificate to be endorsed on such bonds, as are set forth substantially in the following forms
respectively (herein sometimes called the “Series F Bond Form”):



			
	 	 	 
	No. R-1
	 	Principal Amount
	 	 	 
	 
	 	$75,000,000






MICHIGAN CONSOLIDATED GAS COMPANY

FIRST MORTGAGE BONDS, 2008 SERIES F COLLATERAL BONDS

being a series of

FIRST MORTGAGE BONDS




ORIGINAL ISSUE DATE: JUNE 26, 2008




MATURITY DATE: JUNE 15, 2028



THE FIRST MORTGAGE BONDS, 2008 SERIES F COLLATERAL BONDS (HEREINAFTER, “SERIES F BONDS”),
REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO CITIBANK, N.A., AS
TRUSTEE (IN SUCH CAPACITY, THE “SENIOR TRUSTEE”) UNDER AN INDENTURE, DATED AS OF JUNE 1, 1998,
BETWEEN THE COMPANY AND THE SENIOR TRUSTEE, AS AMENDED, SUPPLEMENTED AND MODIFIED FROM TIME TO TIME
AND AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE THERETO DATED AS OF JUNE 1, 2008 (THE “NOTE
INDENTURE”) (AS SO AMENDED, SUPPLEMENTED AND MODIFIED, THE “SENIOR INDENTURE”). THE SERIES F BONDS
ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $75,000,000 AGGREGATE
PRINCIPAL AMOUNT OF 6.78% SENIOR NOTES, 2008 SERIES F DUE 2028 (THE “SERIES F NOTES”) ISSUED
PURSUANT TO THE SENIOR INDENTURE. THE SERIES F NOTES ARE THE “RELATED NOTES” WITH RESPECT TO THE
SERIES F BONDS WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



THE SERIES F BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A SUCCESSOR TRUSTEE UNDER
THE SENIOR INDENTURE OR, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, AS MAY BE INVOLVED IN THE
COURSE OF THE EXERCISE OF RIGHTS AND REMEDIES CONSEQUENT UPON AN EVENT OF DEFAULT UNDER THE SENIOR
INDENTURE) UNTIL THE EARLIER OF THE RELEASE DATE (AS


5









 






DEFINED BELOW) OR THE PRIOR RETIREMENT OF THE RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR
OTHERWISE.



THE INTEREST RATE ON THE SERIES F BONDS SHALL AT ALL TIMES BE IDENTICAL TO THAT OF, AND SHALL BE
ESTABLISHED IN THE MANNER SET FORTH IN, THE SERIES F NOTES.



THE INTEREST PAYMENT DATES IN RESPECT OF THE SERIES F BONDS SHALL AT ALL TIMES BE IDENTICAL TO
THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE SERIES F NOTES.



THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND MAKE-WHOLE AMOUNT (AS DEFINED IN THE
SENIOR INDENTURE), IF ANY, AND INTEREST ON, THE SERIES F BONDS, TO THE SENIOR TRUSTEE, WHICH
PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE SERIES F
NOTES.



IN ADDITION TO THE PAYMENT OF PRINCIPAL AND INTEREST ON THE SERIES F BONDS IN THE EVENT ANY
MAKE-WHOLE AMOUNT (AS DEFINED IN THE SENIOR INDENTURE) SHALL BE REQUIRED TO BE PAID BY THE COMPANY
ON THE SERIES F NOTES, THERE SHALL BE DUE AND PAYABLE ON THE SERIES F BONDS AN ADDITIONAL AMOUNT
EQUAL TO SUCH MAKE-WHOLE AMOUNT WHICH SHALL BE PAID BY THE COMPANY IN THE AMOUNTS AND ON THE DATES
REQUIRED FOR THE PAYMENT OF ANY SUCH AMOUNTS UNDER THE SENIOR INDENTURE.



THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE SERIES F NOTES.



     MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the “Company”), a corporation of the
State of Michigan, for value received, hereby promises to pay to CITIBANK, N.A., as trustee for the
benefit of the holders of the Series F Notes, or registered assigns (in such capacity, the “Senior
Trustee”), the sum of Seventy-five Million Dollars ($75,000,000) on the Maturity Date specified
above, at the corporate trust office of the Mortgage Trustee hereinafter named in the Borough of
Manhattan, the City of New York, New York, or at the principal office of any successor in trust, in
lawful money of the United States of America, and to pay interest thereon at the Interest Rate(s)
from time to time specified in or determined pursuant to the Series F Notes, in like lawful money
payable at the office or agency of the Company in the Borough of Manhattan, the City of New York,
New York on such interest payment date(s) and on the Maturity Date (each an “Interest Payment
Date”) as provided in the Series F Notes, from the Original Issue Date specified above or from the
most recent Interest Payment Date to which interest has been paid, commencing on December 15, 2008,
until the Company’s obligation with respect to the payment of such principal sum shall be
discharged as provided in the Indenture hereinafter mentioned and the Senior Indenture. If the
date of the Series F Bonds represented by this certificate is after a Record Date (as defined
below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then
payment of interest shall commence on the second Interest Payment Date succeeding such date. If
the Company shall default in the payment of interest due on any Interest Payment Date, then
interest shall be payable from the next preceding Interest Payment Date to which interest has been
paid, or, if no such interest has been paid on the Series F Bonds represented by this certificate,
from the Original Issue Date. So long as there is no existing default in the payment of interest,
the person in whose name the Series F Bonds


6









 






represented by this certificate were registered at the close of business on the relevant
Record Date with respect to an Interest Payment Date shall be entitled to receive the interest
payable on such Interest Payment Date, except that if the Company shall default in the payment of
interest due on such Interest Payment Date, such defaulted interest shall be paid to the person in
whose name the Series F Bonds represented by this Certificate are registered on the Record Date for
the Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided
that in no case shall such Record Date be less than ten days after notice thereof shall have been
mailed to all registered holders of Series F Bonds. The term “Record Date” as used herein with
respect to any Interest Payment Date otherwise shall mean the fifteenth calendar day (whether or
not a Business Day) prior to such Interest Payment Date.




     “Business Day” means any day other than a day on which banking institutions in the State of
New York or the State of Michigan are authorized or obligated pursuant to law or executive order to
close. In the event that any Interest Payment Date, redemption date or maturity date is not a
Business Day, then the required payment of principal, Make-Whole Amount, if any, and interest will
be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay).



     The bonds represented by this certificate, of the series hereinafter specified, are bonds of
the Company (herein called the “bonds”) known as its “First Mortgage Bonds,” issued and to be
issued in one or more series under, and all equally and ratably secured by, an Indenture of
Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to Citibank,
N.A., successor trustee (“Mortgage Trustee”) as restated in Part II of the Twenty-ninth
Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which
indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is
hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and
the rights of the holders of the bonds and of the Mortgage Trustee in respect of such security
(which indenture and all indentures supplemental thereto, including the Fortieth Supplemental
Indenture dated as of June 1, 2008, are hereinafter collectively called the “Indenture”). As
provided in the Indenture, the bonds may be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at different rates and may otherwise vary as
therein provided. The bonds represented by this certificate are part of a Series designated
“Collateral Bonds,” herein called Collateral Bonds, created by the Thirty-fifth Supplemental
Indenture, dated as of June 18, 1998, as supplemented by the Fortieth Supplemental Indenture dated
as of June 1, 2008, as provided for in the Indenture.



     With the consent of the Company and to the extent permitted by and as provided in the
Indenture and the Senior Indenture, the rights and obligations of the Company and/or the rights of
the holders of the Series F Bonds and/or the terms and provisions of the Indenture may be modified
or altered by such affirmative vote or votes of the holders of the Series F Notes then outstanding
as are specified in the Senior Indenture.



     The Collateral Bonds shall be redeemed if and to the extent Series F Notes are redeemed, as
provided in the Senior Indenture with respect to the Series F Notes and in the Series F Notes.



     In case an Event of Default as defined in the Indenture or the Senior Indenture shall occur,
the principal of the Series F Bonds may become or be declared due and payable in the



7









 







manner, with the effect, and subject to the conditions provided in the Indenture and the
Senior Indenture.



     The Senior Trustee has agreed pursuant to the Senior Indenture to hold the Series F Bonds as
collateral for the benefit of the holders of the Series F Notes under all circumstances and not to
transfer (except to a successor trustee or, subject to compliance with applicable law, as may be
involved in the course of exercise of rights and remedies consequent upon an Event of Default under
the Senior Indenture) such Series F Bonds until the earlier of the Release Date or the prior
retirement of the Series F Notes through redemption, repurchase or otherwise. “Release Date” means
the date on which all First Mortgage Bonds of the Company issued and outstanding under the
Indenture, other than the Collateral Bonds, have been retired (at, before or after the maturity
thereof) through payment, redemption or otherwise provided that no default or event of default has
occurred and, at such time, is continuing under the Senior Indenture. On the Release Date, the
Senior Trustee shall deliver to the Company for cancellation all Series F Bonds, and the Company
shall cause the Senior Trustee to provide notice to all holders of Series F Notes of the occurrence
of the Release Date. As a result, on the Release Date, the Series F Bonds shall cease to secure
the Series F Notes and the Series F Notes instead will be secured by substituted Collateral Bonds.
Following the Release Date, the Company shall cause the Indenture to be closed, and the Company
shall not issue any additional Collateral Bonds thereunder. From and after the Release Date, the
Company’s obligations in respect of the Series F Bonds shall be satisfied and discharged.



     No recourse shall be had for the payment of the principal of, Make-Whole Amount, if any, or
the interest on, the Series F Bonds, or for any claim based hereon or otherwise in respect of the
Series F Bonds or the Indenture, the Senior Indenture or any indenture supplemental to either
thereof, against any incorporator, stockholder, director or officer, past, present or future, of
the Company, as such, or any predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute or otherwise, of
incorporators, stockholders, directors or officers being waived and released by the owner hereof
and every owner of any Series F Note by the acceptance of the Series F Bonds or such Series F Note,
as the case may be, and as part of the consideration for the issue thereof, and being likewise
waived and released pursuant to the Indenture and the Senior Indenture.



     This bond shall not be valid or become obligatory for any purpose unless and until the
certificate of authentication hereon shall have been manually executed by the Mortgage Trustee or
its successor in trust under the Indenture.



     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this certificate to be
executed under its name with the signature of its duly authorized Officer, under its corporate
seal, which may be a facsimile, attested with the signature of its Corporate Secretary.



8









 





Dated:




	 	 	 	 	 	 	 
	 	 	MICHIGAN CONSOLIDATED GAS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

N.A. Khouri
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






Attest:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Sandra Kay Ennis
	 	 
	 

	 	Corporate Secretary	 	 






     The bonds represented by this certificate constitute Collateral Bonds of the series designated
and described in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 

	 	CITIBANK, N.A., as Mortgage Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






[End of Bond Form]




     So long as there is no existing default in the payment of interest on the Series F Bonds, all
Series F Bonds authenticated by the Trustee after the Record Date specified for any Interest
Payment Date, and prior to such Interest Payment Date (unless the issue date hereinafter specified
is after such Record Date) shall be dated the date of authentication, but shall bear interest from
such Interest Payment Date, and the person in whose name any Series F Bonds is registered at the
close of business on any Record Date with respect to any Interest Payment Date shall be entitled to
receive the interest payable on such Interest Payment Date notwithstanding any transfer or exchange
of such Series F Bonds subsequent to the Record Date and on or prior to such Interest Payment Date,
except if and to the extent the Company shall default in the payment of the interest due on such
Interest Payment Date, in which case such defaulted interest shall be paid to the person in whose
name such Series F Bonds is registered on the Record Date for the special Interest Payment Date
fixed by the Company for the payment of such defaulted interest, provided that in no case shall
such Record Date be less than ten days after notice thereof shall have been mailed to all
registered holders of Series F Bonds; and provided that interest payable on a maturity date shall
be payable to the person to whom the principal thereof is payable. If the issue date of any Series
F Bonds is after such Record Date, such Series F Bonds shall bear interest from the issue date but
payment of interest shall commence on the second Interest Payment Date next succeeding the issue
date. Any notice which is mailed as herein provided shall be conclusively presumed to have been
properly and sufficiently given on the date of such mailing, whether or not the holder receives
notice.



     The terms “Interest Payment Date”, “Record Date” and “Business Day” as used herein are defined
in the Series F Bond Form.



     The term “issue date” as used herein with respect to the issue of Series F Bonds established
hereby shall mean the date of first authentication of such Series F Bonds.



9









 





     As used in this Section 1, the term “default in the payment of interest” means failure to pay
interest on the applicable Interest Payment Date disregarding any period of grace permitted by
Section 9.01 of the Indenture.



     The Company shall make payments of the principal of, and Make-Whole Amount or interest on, the
Series F Bonds to the Senior Trustee, which payments shall be applied by the Senior Trustee in
satisfaction of obligations on the Series F Notes in respect of such Series F Bonds.



     SECTION 2. The issue of Series F Bonds established hereby shall be redeemed if and to the
extent the Series F Notes are redeemed, as provided in the Senior Indenture and in such Series F
Notes. The redemption price in respect of any Series F Bonds (including principal, Make-Whole
Amount, if any, and interest thereon) shall be the redemption price applicable to the Series F
Notes. Any notice required to be furnished to the holders of the Series F Bonds or the Trustee
relating to the redemption of such Series F Bonds shall be considered furnished by the delivery of
appropriate notice to the holders of the Series F Notes or the Senior Trustee, as the case may be,
as provided in the Senior Indenture and the Series F Notes. Any redemption payment made by the
Company on the Series F Notes (whether for principal, Make-Whole Amount, if any, or interest) shall
be applied by the Senior Trustee as payment of the redemption price in respect of the
correspondingly redeemed Series F Bonds. In the event the Series F Notes are redeemed in part, an
equivalent aggregate principal amount of the Series F Bonds shall be so redeemed, the Senior
Trustee, as holder of the Series F Bonds as collateral for such Series F Notes, shall deliver to
the Mortgage Trustee for cancellation an equivalent principal amount of the Series F Bonds
corresponding to the Series F Notes so redeemed, and the Company shall execute and the Mortgage
Trustee shall authenticate and deliver, without charge, to the Senior Trustee, as holder thereof,
one or more new Series F Bonds of authorized denominations for the unredeemed balance of any Series
F Bonds surrendered for redemption in connection with the redemption of the Series F Notes.



     SECTION 3. The Series F Bonds shall be registered bonds without coupons. The Mortgage Trustee
shall be the registrar and paying agent for the Series F Bonds, which duties it hereby accepts.
Series F Bonds may be issued in the denomination of $1,000 or any integral multiple thereof.



     SECTION 4. As further provided in the Series F Bond Form, the Series F Bonds shall not be
assignable or transferable except as may be set forth under Article IV of the Senior Indenture, or,
subject to compliance with applicable law, as may be involved in the course of the exercise of
rights and remedies consequent upon an Event of Default under the Senior Indenture. Subject to the
foregoing, the Series F Bonds shall be exchangeable upon surrender thereof at the corporate trust
office of the Trustee in the Borough of Manhattan, the City of New York, New York, for registered
bonds of the same aggregate principal amount and other terms, but of different authorized
denomination or denominations, such exchanges to be made without service charge (except for any
stamp tax or other governmental charge).



     Every bond so surrendered shall be accompanied by a proper transfer power duly executed by the
registered owner or by duly authorized attorney transferring such bond to the Company, and the
signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All bonds
so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All
bonds executed, authenticated and delivered in exchange for bonds so
surrendered shall be valid obligations of the Company, evidencing the same debt as the bonds



10









 







surrendered, and shall be secured by the same lien and be entitled to the same benefits and
protection as the bonds in exchange for which they are executed, authenticated and delivered.



     The Company shall not be required to make any such exchange or any registration of transfer
(1) during a period of fifteen days next preceding any Interest Payment Date, but only if there is
an existing default in the payment of interest on the Series F Bonds on which such payment is due
or (2) after the bond so presented for exchange or registration of transfer, or any portion
thereof, has been called for redemption and notice thereof given to the registered owner.



     SECTION 5. Pending the preparation of definitive Series F Bonds, the Company may from time to
time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of
such definitive bonds and subject to the same provisions, limitations and conditions, one or more
temporary bonds, in registered form, of any denomination specified in the written order of the
Company for the authentication and delivery thereof, and with such omissions, insertions and
variations as may be determined by the Board of Directors of the Company. Such temporary bonds
shall be substantially of the tenor of the bonds to be issued as herein before recited.



     If any such temporary Series F Bonds shall at any time be so authenticated and delivered in
lieu of definitive bonds, the Company shall upon request at its own expense prepare, execute and
deliver to the Trustee and thereupon, upon the presentation and surrender of temporary bonds, the
Trustee shall authenticate and deliver in exchange therefor, without charge to the holder,
definitive bonds of the same series and other terms, if any, and for the same principal sum in the
aggregate as the temporary bonds surrendered. All temporary bonds so surrendered shall be
forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until
exchanged for definitive bonds the temporary bonds shall in all respects be entitled to the lien
and security of the Indenture and all supplemental indentures.



ARTICLE II

ISSUE OF COLLATERAL BONDS




     The Series F Bonds in the aggregate principal amount of $75,000,000 in respect of the Series F
Notes may be executed, authenticated and delivered from time to time as permitted by the provisions
of the Indenture, including with respect to exchange and replacement of bonds.



ARTICLE III

THE TRUSTEE




     The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company,
or for or in respect of the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.



     Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other
than as set forth in the Indenture and this Supplemental Indenture is executed and accepted on
behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully
to all intents as if the same were herein set forth at length.



11









 





ARTICLE IV

RECORDING AND FILING OF SUPPLEMENTAL INDENTURE

DATED AS OF APRIL1, 2008




     Pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated
as of April 1, 2008 providing for the terms of Collateral Bonds to be issued thereunder designated
as 2008 Series A Collateral Bonds, 2008 Series B Collateral Bonds and the 2008 Series C Collateral
Bonds has heretofore been entered into between the Company and the Trustee and has been filed in
the Office of the Secretary of State of Michigan as a financing statement on April 14, 2008 (Filing
No. 2008056452-1) and has been recorded as a real estate mortgage in the offices of the respective
Register of Deeds of certain counties in the State of Michigan, as follows:



	 	 	 	 	 	 	 
	 	 	 	 	Liber/	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Alcona
	 	4/14/08	 	451	 	667
	Alger
	 	4/15/08	 	200800817	 	N/A
	Alpena
	 	4/11/08	 	464	 	835
	Antrim
	 	4/11/08	 	779	 	540
	Arenac
	 	4/11/08	 	528	 	681
	Barry
	 	4/11/08	 	20080411-0003950	 	N/A
	Benzie
	 	4/11/08	 	2008R-02018	 	N/A
	Charlevoix
	 	4/11/08	 	843	 	949
	Cheboygan
	 	4/11/08	 	1095	 	537
	Chippewa
	 	4/14/08	 	1050	 	450
	Clare
	 	4/11/08	 	1074	 	833
	Clinton
	 	4/11/08	 	5129858	 	N/A
	Crawford
	 	4/11/08	 	691	 	295
	Delta
	 	4/14/08	 	913	 	317
	Dickinson
	 	4/14/08	 	649	 	722
	Emmet
	 	4/11/08	 	1101	 	428
	Gladwin
	 	4/11/08	 	864	 	410
	Grand Traverse
	 	4/11/08	 	2008R-06348	 	N/A
	Gratiot
	 	4/11/08	 	848	 	1
	Ionia
	 	4/11/08	 	607	 	7782
	Iosco
	 	4/11/08	 	947	 	825
	Iron
	 	4/14/08	 	512	 	145
	Isabella
	 	4/11/08	 	1436	 	498
	Jackson
	 	4/11/08	 	1897	 	916
	Kalkaska
	 	4/11/08	 	3084928	 	N/A
	Kent
	 	4/14/08	 	20080414-0036275	 	N/A
	Lake
	 	4/16/08	 	325	 	374
	Leelanau
	 	4/14/08	 	974	 	900
	Lenawee
	 	4/11/08	 	2362	 	699
	Livingston
	 	4/11/08	 	2008R-012695	 	N/A
	Macomb
	 	4/15/08	 	19286	 	883
	Manistee
	 	4/11/08	 	2008R002162	 	N/A
	Marquette
	 	4/14/08	 	2008R-04016	 	N/A
	Mason
	 	4/11/08	 	2008R02193	 	N/A






12









 






	 	 	 	 	 	 	 
	 	 	 	 	Liber/	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Mecosta
	 	4/11/08	 	775	 	475
	Menominee
	 	4/11/08	 	632	 	243
	Missaukee
	 	4/11/08	 	2008-01140	 	N/A
	Monroe
	 	4/11/08	 	2008R07751	 	N/A
	Montcalm
	 	4/11/08	 	1402	 	0309
	Montmorency
	 	4/11/08	 	300	 	610
	Muskegon
	 	4/11/08	 	3775	 	17
	Newaygo
	 	4/11/08	 	430	 	7726
	Oakland
	 	4/11/08	 	40216	 	001
	Oceana
	 	4/14/08	 	2008	 	8189
	Ogemaw
	 	4/11/08	 	3079044	 	N/A
	Osceola
	 	4/11/08	 	860	 	560
	Oscoda
	 	4/14/08	 	208-01218	 	N/A
	Otsego
	 	4/11/08	 	1169	 	92
	Ottawa
	 	4/11/08	 	5635	 	2
	Presque Isle
	 	4/11/08	 	461	 	536
	Roscommon
	 	4/16/08	 	1070	 	1733
	St. Clair
	 	4/11/08	 	3834	 	7
	Saginaw
	 	4/11/08	 	2008009623	 	N/A
	Shiawassee
	 	4/11/08	 	1121	 	671
	Washtenaw
	 	4/11/08	 	4676	 	902
	Wayne
	 	5/6/08	 	47213	 	194
	Wexford
	 	4/11/08	 	610	 	1256






ARTICLE V

MISCELLANEOUS PROVISIONS




     Except insofar as herein otherwise expressly provided, all the provisions, terms and
conditions of the Indenture shall be deemed to be incorporated in, and made a part of, this
Fortieth Supplemental Indenture, and the Twenty-ninth Supplemental Indenture dated as of July 15,
1989, as supplemented by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by the
Thirty-first Supplemental Indenture dated as of December 15, 1991, by the Thirty-second
Supplemental Indenture dated as of January 5, 1993, by the Thirty-third Supplemental Indenture
dated as of May 1, 1995, by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996,
by the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, by the Thirty-sixth
Supplemental Indenture dated as of August 15, 2001, by the Thirty-seventh Supplemental Indenture
dated as of February 15, 2003, by the Thirty-eighth Supplemental Indenture dated as of October 1,
2004, Thirty-ninth Supplemental Indenture dated as of April 1, 2008 and by this Supplemental
Indenture is in all respects ratified and confirmed; and the Indenture and said Supplemental
Indentures shall be read, taken and construed as one and the same instrument.



     Except to the extent specifically provided therein, no provision of this Supplemental
Indenture or any future supplemental indenture is intended to modify, and the parties do hereby
adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act, which amend and
supersede provisions of the Indenture in effect prior to November 15, 1990.



13









 





     Nothing in this Supplemental Indenture is intended, or shall be construed, to give to any
person or corporation, other than the parties hereto and the holders of Collateral Bonds issued and
to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture, or under any covenant, condition or provision
herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being
intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the
holders of bonds issued and to be issued under the Indenture and secured thereby.



     All covenants, promises and agreements in this Supplemental Indenture contained by or on
behalf of the Company shall bind its successors and assigns whether so expressed or not.



     This Supplemental Indenture may be executed in any number of counterparts, and each of such
counterparts when so executed shall be deemed to be an original; but all such counterparts shall
together constitute but one and the same instrument.



14









 





     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this Supplemental Indenture
to be executed by its duly authorized Officer, and its corporate seal to be hereunto affixed, and
Citibank, N.A., as Mortgage Trustee as aforesaid, has caused the same to be executed by one of its
authorized signatories and its corporate seal to be hereunto affixed, on the respective dates of
their acknowledgments hereinafter set forth, as of the date and year first above written.



MICHIGAN CONSOLIDATED GAS COMPANY




	 	 	 	 	 
	By:

	 	/s/ Paul A. Stadnikia
 

Paul A. Stadnikia
	 	 
	 

	 	Assistant Treasurer	 	 






Signed, sealed, acknowledged and

delivered by MICHIGAN CONSOLIDATED

GAS COMPANY in the presence of:




/s/ Anthony G. Morrow                    

Anthony G. Morrow




/s/
Timothy J. Maloche                    

Timothy J. Maloche




	 	 	 
	State of Michigan

	 	}
	 

	} ss.	 
	County of Wayne

	 	}






     The foregoing instrument was acknowledged before me this 6th day of June, 2008, by
Paul A. Stadnikia, as Assistant Treasurer, of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan
corporation, on behalf of the corporation.



/s/ Stephanie V. Washio                    

Stephanie V. Washio

Notary Public, Wayne County, MI

Acting in Wayne County, MI

My Commission Expires: May 18, 2012




15









 





CITIBANK, N.A., as Mortgage Trustee




	 	 	 	 	 
	By:

	 	/s/ Wafaa Orfy
 

Wafaa Orfy
	 	 
	 

	 	Vice President	 	 






Signed, sealed, acknowledged and

delivered by CITIBANK, N.A.

in the presence of:




/s/ Cirino Emanuele                    

Name: Cirino Emanuele

           Vice President




/s/ Marion O’Connor                    

Name: Marion O’Connor

           Vice President




	 	 	 
	State of New York

	 	}
	 

	 	} ss.
	County of New York

	 	}






     The foregoing instrument was acknowledged before me this 20th day of June, 2008, by
Wafaa Orfy, as Vice President of Citibank, N.A., a national banking association, on behalf of the
association, as Trustee, as in said instrument described.



/s/ Zenaida Santiago                         

Notary Public, State of New York

No. 01SA6152564

Qualified in Kings County

Commission Expires:9-18-2010




16









 





This instrument was drafted by:




Timothy J. Maloche

2000 2nd Avenue, 688WCB

Detroit, MI 48226


When recorded return to:




Stephanie V. Washio

2000 2nd Avenue, 688WCB

Detroit, MI 48226





17